i  |		PROXY SUMMARY

CORPORATE GOVERNANCE HIGHLIGHTS

SHAREOWNER EMPOWERMENT AND ENGAGEMENT				15% threshold for shareowners to call a special meeting
		•	The	Majority vote to amend Certificate of Incorporation and By-laws
				Annual election of all directors, with majority voting in uncontested director elections
				No poison pill – we will seek shareowner approval if a shareowner rights plan is adopted
				Robust year-round shareowner engagement, with Lead Director participation in shareowner discussions
				Proxy access enabling shareowner(s) holding 3% of our stock for three years to include up to two director nominees (or nominees representing 20% of the Board) in our proxy
DIVERSE AND INDEPENDENT BOARD OF DIRECTORS				All director nominees are independent, except our CEO; no nominees with disclosable related-party transactions
				Leader in Board is applying greater rigor around thediversity vis-à-vis personal characteristics (3 women, 3 Hispanics, 1 African-American, 2 non-U.S. citizens) and experiences (industry, profession, public service, geography)
				Range of tenures to facilitate effective oversight and balance between historical experience and fresh perspectives
				Skills and background aligned to our strategic direction
				Clear, transparent director recruitment and selection process that formally prioritizes skills and qualifications and emphasizes leadership traits, work ethic, independence, business experience, and diversity of background
				No director may serve on more than four public company boards (including the Honeywell Board)
BEST-IN-CLASS BOARD STRUCTURE AND PROCESSES				Independent Lead Director elected by independent directors, with expanded duties and responsibilities, including formal responsibility for working with the Corporate Governance and Responsibility Committee (CGRC) to lead new director selection and joint leadership of annual Board self-evaluation process
				Regular executive sessions of independent directors
				All members including a formal process for identificationof all committees are independent directors
				Lead Director and prioritization of skill sets by the Chair of the CGRC Chairman/CEO, and Lead Director.empowered to call special Board meetings at any time for any reason

Duncan B. Angove was recruitedAnnual self-assessment to the Honeywellenable adequate Board refreshment and appropriate evolution of Board skills, experience and perspectives; results shared and discussed in early 2018 and demonstrates the Board’s commitment to refreshment withexecutive session of independent nominees possessing the perspective and experience to help propel the Company’s long-term strategy of becoming a world-leading software-industrial company. Mr. Angove has over 19 years of experience developing and commercializing software products and services for numerous industry verticals. Since 2010, Mr. Angove has served as a President of Infor, Inc., a provider of software solutions and platforms, as well as individual apps, that develops end-to-end operational systems and specific business processes for numerous industry verticals from chemicals to retail.

Improvements to the Board’s Self-Evaluation Process

	•	We are using the self-evaluation process in a more structured way to elicit specific feedback on whether and how the Board needs to refresh its membership to better serve the long-term needs of shareowners, particularly in light of Honeywell’s evolving strategy.directors
			Annual refresh of Corporate Governance Guidelines to ensure alignment with best practices
	•	We are reinforcing best practices to ensure that the self-evaluation process is meaningful, including sharing results	Director stock ownership guidelines require equity holdings of director surveys and questionnaires verbatim on an anonymous basis with the entire Board and discussing the resultsat least 5x annual cash retainer (actual ownership average of the annual self-evaluation with the full Board in executive session.

Strengthening of the Role of Lead Director

Honeywell’s Corporate Governance Guidelines were amended to add two new duties to the Lead Director’s role, specifically, making the Lead Director formally responsible for new director recruitment and selection and jointly responsible for leading the self-evaluation process (together with the Chair of the CGRC).

Ongoing Robust Dialogue Between Our Directors and Shareowners29x as of December 31, 2018)

 

ROBUST OVERSIGHT OF RISKS AND OPPORTUNITIES

•

In 2017 we continued our strong tradition of meaningful engagement between our directors and largest shareowners. Our Lead Director and the Chair of the CGRC met with 11 of our shareowners in 2017 to discuss a range of pertinent governance matters, including the decision on whether to combine the roles of Chairman and CEO (seepage 4). The content of these meetings is shared with the entire Board and provides an extremely valuable perspective to the Board in its decision-making.

Other Changes You Will See In This Proxy Statement

 

	•	The Board has created a formal skills and experience matrixresponsible for risk oversight, with specific responsibility for key risk areas delegated to help ensure that it has the right perspective to appropriately exercise its independent oversight responsibilities (seepage iv).relevant Board committees
			Robust Enterprise Risk Management (ERM) program to enable Board identification and monitoring of key risks
	•	We increased the mandatory retirement age for directors from 72 to 75 to ensure Board continuity during a successful CEO succession process that was architected and “owned” by the current Board and during a period in which we are executing two complex spin-off transactions that resulted from a comprehensive portfolio review process overseen by the current Board.

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Purposeful inclusion of key risk areas on Board and/or committee agendas, enabling continuous Board oversight of risk mitigation

Annual engagement with business leaders to discuss both short-term plans, long-term strategic opportunities and their associated risks

Table

Incentive compensation not overly leveraged and with maximum payout caps and design features intended to balance pay for performance with the appropriate level of Contentsrisk-taking

Proxy Summary> Executive Compensation Snapshot

Broad Set

Clawbacks in the event of Backgrounds and Skills*

Name	2018 Tenure	2018 Age	Senior Leader - ship	Indus- try	Global	Finan- cial	Gov’t	Other Pub. Co. Board Exper.	Risk Mgmt.	Innovation & Technology	Marketing
D. Adamczyk(President &CEO)	1	52
J. Chico Pardo(Lead Director)	18	68
D. Angove	0	51
W. Ayer	3	63
K. Burke	8	67
D.S. Davis	12	66
L. Deily	12	72
J. Gregg	7	71
C. Hollick	14	72
G. Lieblein	5	57
G. Paz	9	62
R. Washington	5	55

* Reflects anticipated composition at 2018 Annual Meeting of Shareowners

Independent and Highly Diverse Oversight*a significant restatement or violations of non-competition or non-solicitation agreements

 

	Of the Independent Directors:   •27%are WomenCOMMITMENT TO SUSTAINABILITY AND CORPORATE RESPONSIBILITY		•27%are Hispanic		•  9%Code of Business Conduct applies to all directors, officers, and employees
				Suppliers expected to comply with published Supplier Code of Conduct, including conflict minerals, anti-human trafficking, business integrity, and health, safety, and environmental policies
				Uncompromising adherence to foundational principles of Integrity and Ethics, Supporting Diversity, and Workplace Respect, while fostering a performance culture based on our 8 Behaviors
				Over 50% of executive officers are African Americandiverse by ethnic background, place of birth (non-U.S.) or gender
				No use of corporate funds for political contributions and careful oversight and transparency with respect to political lobbying activities
				Demonstrated track record of exceeding our published greenhouse gas reduction and energy efficiency goals
				Health, Safety, Environment, Product Stewardship, and Sustainability management operating system, with quarterly CEO reviews and regular Board oversight drive our establishment and achievement of sustainability goals
				Honeywell Hometown Solutions, our corporate citizenship initiative, delivers high-impact social sustainability programming around the world   •18%are Non-U.S. Citizens

 

Right Balance of Institutional Knowledge

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and Fresh Perspective*

PROPOSAL 1:

WATER

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Sustainability and Corporate Responsibility> Highlights Of Our Environmental And Safety Achievements

SAFETY

Health, Safety, Environment, Product Stewardship and Sustainability (“HSEPS”) Management System

Honeywell’s HSEPS matters are managed by a global team of trained professionals with extensive knowledge and hundreds of years of collective experience in occupational health, chemistry, hydrology, geology, engineering, safety, industrial hygiene, materials management and energy efficiency.

Honeywell’s Vice President of HSEPS reports to the Company’s Senior Vice President and General Counsel and has overall responsibility for HSEPS programs. A Corporate Energy & Sustainability Team, led by the Vice President of HSEPS, the Vice President of Global Real Estateleadership succession. Board composition and the Directormembers’ perspective and skills should evolve at an appropriate pace to meet the challenges of Sustainability, helps drive the Company’s sustainabilityHoneywell’s changing commercial and strategic goals. Progress on these goals is reported to Honeywell’s CEO on a monthly basis and is reviewed”

Consistent with the Board’s Corporate Governance and Responsibility Committee at least annually.

Honeywell’s Integrity and Compliance program

Honeywell’s Integrity and Compliance program reflects ourthis vision, and values and helps our employees, representatives, contractors, consultants, and suppliers comply with a high standard of business conduct globally. At the core of the Integrity and Compliance program is the Company’s Code of Business Conduct (the “Code”) that applies across the Company in all businesses and in all countries. All employees are required to complete Code of Business Conduct training and certify that they will comply with the Code. In addition, managers and executives certify on an annual basis that they will act in accordance with the Code.

The Code is a baseline set of requirements that enables employees to recognize and be aware of how to report integrity, compliance, and legal issues. In addition, the Code outlines our pledge to recognize the dignity of each individual, respect each employee, provide compensation and benefits that are competitive, promote self-development through training that broadens work-related skills, and value diversity of perspectives and ideas. The Code provides guidance and outlines expectations in a number of key integrity and compliance areas, including how employees should treat each other, conflicts of interest, HSEPS, books and records, anti-corruption and proper business practices, trade compliance, insider trading, data privacy, respect for human rights, and the appropriate use of information technology and social media.

In addition to the Code, Honeywell’s Integrity and Compliance program provides comprehensive training on key compliance topics, develops training scenarios, provides mechanisms for employees and third parties to report concerns, and ensures timely and fair reviews of integrity and compliance concerns through a best-in-class process to report and investigate Code of Business Conduct concerns.

Moreover, the Integrity and Compliance program includes, among other elements, a supplier Code of Conduct that flows down to Honeywell’s global supply chain to reinforce Honeywell’s expectation that its suppliers will also abide by our high standards of integrity and compliance, including our Conflict Minerals, Anti-Human Trafficking, Business Integrity, and Health, Safety, and Environmental policies.

Honeywell Hometown Solutions

Honeywell demonstrates its commitment to corporate social responsibility and community involvement through Honeywell Hometown Solutions, which focuses on five important societal needs that align with Honeywell’s culture, products and people: safety and security, housing and shelter, math and science education, habitat and conservation, and humanitarian relief.

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Political Contributions and Activities

These programs have delivered significant and meaningful results in communities around the world, including:

For more information about our sustainability and corporate citizenship programs, please visit our website atwww.honeywell.com, and Corporate Citizenship athttp://citizenship.honeywell.com/.

POLITICAL CONTRIBUTIONS AND ACTIVITIES

Engagement in the political process is critical to our success. Our future growth depends on forward-thinking legislation and regulation that makes society safer and more energy efficient and improves public infrastructure. We strive to always engage responsibly in the political process and to ensure that our participation is fully consistent with all applicable laws and regulations, our principles of good governance, and our high standards of ethical conduct.

We have developed a strong team of government relations professionals based in Washington, D.C. who drive our lobbying programs and initiatives. Our government relations organization is led by the Senior Vice President, Global Government Relations. Members of the government relations organization work from a global network of offices.

MANAGEMENT AND BOARD OVERSIGHT

The law department oversees our lobbying activities. The Senior Vice President, Global Government Relations reports to the Company’s Senior Vice President and General Counsel (“General Counsel”) and also works closely with the Vice President, Global Compliance whose organization ensures compliance with our political spending policy. The General Counsel, Senior Vice President, Global Government Relations and Vice President, Global Compliance meet regularly with the Chairman and Chief Executive Officer and his leadership team about legislative, regulatory and political developments.

With respect to Board of Directors oversight, our public policy efforts, including all lobbying activities, political contributions and payments to trade associations and other tax-exempt organizations, is the responsibility of the Corporate Governance and Responsibility Committee (“CGRC”), which consists entirely(CGRC) has responsibility for identifying a slate of independent, non-employee directors. Each yeardirector nominees who collectively have the complementary experience, qualifications, skills, and attributes to guide the Company and function effectively as a Board.

The CGRC receives an annual report on the Company’s policies and practices regarding political contributions. The CGRC’s oversight of our political activities ensures compliance with applicable law and alignment with our policies and our Code of Business Conduct. In addition,believes that each year the Senior Vice President, Global Government Relations reports to the CGRC on trade association political spending and to the full Board of Directors on our global lobbying and government relations program.

POLITICAL CONTRIBUTIONS

We have not made any political contributions using corporate funds since at least 2009 and have no present intention of making such political contributions in the future. Even before 2009, any such contributions were extremely rare and for minimal amounts of less than $5,000.

In 2013, we revised and expanded our disclosure on our policy and procedures for political activity and contributions. This disclosure is available on Honeywell’s website atwww.honeywell.com (see “Investors/Corporate Governance/Political Contributions”).

In 2017, the Center for Political Accountability (“CPA”), a non-profit, non-partisan organization, assessed our disclosure for its annual CPA-Zicklin Index of Corporate Political Disclosure and Accountability (“CPA-Zicklin Index”). The CPA-Zicklin Index measures the transparency, policies, and practices of the S&P 500. Our enhanced disclosure on political lobbying and contributions ranked usnominees presented in the “First Tier” of the 2017 CPA-Zicklin Index for the fourth year in a row. Our enhanced disclosure was also influenced by feedback received from our largest shareowners during our shareowner outreach initiative where we met with shareowners to discuss their views on several topics, including Honeywell’s disclosure on lobbying and political contributions.

For additional detail on Honeywell’s policies and processes on political contributions and lobbying, please see our response to Shareowner Proposal Number 6 onpages 86-88.

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Shareowner Outreach and Engagement

SHAREOWNER OUTREACH AND ENGAGEMENT

Understanding the issuesthis proxy has key personal attributes that are important to an effective board: integrity, candor, analytical skills, willingness to engage management and each other in a constructive and collaborative fashion, and ability and commitment to devote significant time and energy to service on the Board and its committees. The CGRC also considered the following specific experiences, qualifications, and skills, which Honeywell believes are critical in light of our shareownersstrategic priorities, and business objectives, operations, and structure.

DIRECTOR SKILLS AND QUALIFICATIONS

I  STRATEGIC SKILLS

Global Experience. Growing revenue outside of the United States, particularly in what we call “high growth regions” or “HGRs” such as China, India, Southeast Asia, Africa, and Latin America, is a central part of our long-term strategy for growth. Hence, exposure to markets and economies outside of the United States is an important qualification for our Board. This exposure can take many forms including government affairs, regulatory, managerial, or commercial.

Regulated Industries/Government Experience.Honeywell is subject to a broad array of government regulations, and demand for its products and services can be impacted by changes in law or regulation in areas such as aviation safety, security, and energy efficiency. Several of our directors have experience in regulated industries, providing them with insight and perspective in working constructively and proactively with governments and agencies globally.

Innovation and Technology.With Honeywell’s transformation to a software-industrial company in the digital age, expertise in combining software programming capabilities with leading-edge physical products and domain knowledge is critical to opening and securing new growth paths for all of Honeywell’s businesses.

Marketing. Developing new markets for our products and services is critical for driving growth. Our directors who have that expertise provide a much desired perspective on how to better market and brand our products and services.

Industries, End Markets, and Growth Areas.Experience in ensuringindustries, end markets, and growth areas that we address their interestsHoneywell serves – Commercial Aerospace, Industrial Productivity, Non-Residential, Oil and Gas / Petrochemical, Defense and Space, and Specialty Chemicals – enables a better understanding of the issues facing our businesses.

I  CORE COMPETENCIES

Senior Leadership Experience.Experience serving as CEO or a senior executive as well as hands-on leadership experience in a meaningfulcore management areas, such as strategic and effective way. It is also foundational to good corporate governance. In that light, we engage with our shareowners on a regular basis to discuss a range of topics including our performance, strategy,operational planning, financial reporting, compliance, risk management, executive compensation, and leadership development, provide a practical understanding of complex organizations like Honeywell.

Public Company Board Experience.Service on the boards and board committees of other public companies provides an understanding of corporate governance.governance practices and trends and insights into board management, relations between the board, the CEO and senior management, agenda setting, and succession planning.

Risk Management. In light of the Board’s role in risk oversight and our robust Enterprise Risk Management program, we seek directors who can help identify, manage, and mitigate key risks, including cybersecurity, regulatory compliance, competition, financial, brand integrity, human capital, and intellectual property.

Financial Expertise. We recognize the valuebelieve that an understanding of taking our shareowners’ views into account. Dialoguefinance and engagement with our shareowners helps us understand how they view us, set goals and expectationsfinancial reporting processes is important for our performance,directors to enable them to monitor and identify emerging issues that may affect our strategies, corporate governance, compensation practices or other aspects of our operations.

Our shareownerassess the Company’s operating and investor outreach and engagement takes many forms and is a year-round activity. We participate in numerous investor conferences and analyst meetings, hold our own investor events, some of which focus on individual businesses held at our facilities, and meet one-on-one with shareowners in a variety of contexts and forums. We also communicate with shareowners and other stakeholders through various media, including our annual report and SEC filings, proxy statement, news releases, and our website. We hold conference calls for our quarterly earnings releases and other major corporate events which are open to all. These calls are available in real time and as archived webcasts on our website.

Our Chairman, CEO, Chief Financial Officer, Vice President of Investor Relations and other senior management meet frequently with investors to discuss Honeywell’s strategy, financial and businessstrategic performance and to update investors on key developments. In addition, members of our Board, including our Lead Director, the Chair of our Corporate Governanceensure accurate financial reporting and Responsibility Committee (“CGRC”),robust controls. We seek directors with background and the Chair of our Management Developmentexperience in capital markets, corporate finance, accounting, and Compensation Committee (“MDCC”) meet with our large shareowners to discuss a range of issues including executive compensation and corporate governance.

GOVERNANCE AND COMPENSATION OUTREACH

Given the significant changes that occurred at Honeywell in the past year, our shareowner engagement during 2017 was particularly robust. We held 36 meetings with shareowners during the course of 2017 (representing approximately 36% of the shares outstanding) to discuss a wide range of governance and compensation issues, including:

•   The ’Say on Pay’ vote which occurred at our 2017 annual meeting;

•   Progress on the implementation of our CEO succession plan (seepage 13 for a description of the Board’s decision on whether to separate the roles of Chairman and CEO);

•   The announcement in early 2017 of our intent to conduct a comprehensive portfolio review and the process we intend to employ;

•   The subsequent conclusion of that portfolio review in October 2017 when we announced our intent to spin-off two significant business units and how we reached that conclusion;

•   Significant improvements to our Corporate Governance Guidelines intended to facilitate ongoing Board refreshment which we describe onpage 12; and

•   Whether to separate the roles of Chairman and CEO when our current Chairman, David M. Cote, retires in April 2018.

What we heard from our investors:

During our many shareowner interactions on the topics described above, we heard a diverse range of views. In general, our investors appreciated our transparency and the willingness by our senior executives and members of the Board to engage with, and listen to, shareowners. We summarize the feedback we heard below:

•   Near universal satisfaction with the changes we made to our executive compensation programs prior to the 2017 annual meeting of shareowners, which resulted in approximately 93% of our shareowners voting in favor of ’Say on Pay’;

•   Support for the portfolio review process undertaken by Honeywell management and overseen by the Board, which resulted in our announcement on October 10, 2017 to spin off our Homes product portfolio and ADI global distribution business,financial reporting as well as our Transportation Systems business, into two stand-alone, publicly-traded companies;

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Shareowner Outreach and Engagement> Governance and Compensation Outreachdirectors with “accounting or related financial management expertise” as defined in the New York Stock Exchange listing standards.

Proposal No. 1: Election of Directors> Director Nominations-Skills and Criteria

Each of the nominees, other than Mr. Adamczyk, is independent of the Company and management. See “Director Independence” onpage 21 of this proxy statement.

The CGRC also considered the specific experience described in the biographical details that follow in determining to nominate the following individuals for election as directors.

The Board of Directors unanimously recommends a vote FOR the election of each of the director nominees.

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Proposal No. 1: Election of Directors> Nominees for Election

NOMINEES FOR ELECTION

DARIUS ADAMCZYK, President and Chief Executive Officer of Honeywell International Inc.

YearsDARIUS ADAMCZYK Chairman and Chief Executive Officer, Honeywell International Inc.		About Mr. Adamczyk has been the Chairman and Chief Executive Officer of Service: 1 Age: 52 Honeywell since April 2018. Mr. Adamczyk was President and Chief Executive Officer from March 2017 to April 2018 and Chief Operating Officer from April 2016 to March 2017. From April 2014 to April 2016, Mr. Adamczyk served as President and CEO of Honeywell Performance Materials and Technologies (PMT). Prior to serving as President and CEO of PMT, Mr. Adamczyk served as President of Honeywell Process Solutions from 2012 to 2014. When he joined Honeywell in 2008, he became President of Honeywell Scanning and Mobility from 2008 to 2012. Mr. Adamczyk began at Honeywell when Metrologic, Inc., where he was the Chief Executive Officer, was acquired by Honeywell. Prior to joining Honeywell, Mr. Adamczyk held several general management assignments at Ingersoll Rand, served as a senior associate at Booz Allen Hamilton, and started his career as an electrical engineer at General Electric.

Mr. Adamczyk is the President and Chief Executive Officer of Honeywell since March 2017. He will become Chairman upon Mr. Cote’s retirement at the 2018 Annual Meeting of Shareowners. Mr. Adamczyk was President and Chief Operating Officer from April 2016 to March 2017. From April 2014 to April 2016, Mr. Adamczyk served as President and CEO of Honeywell Performance Materials and Technologies (“PMT”). Prior to serving as President and CEO of PMT, Mr. Adamczyk served as President of Honeywell Process Solutions from 2012 to 2014. When he joined Honeywell in 2008, he became President of Honeywell Scanning & Mobility from 2008 to 2012. Mr. Adamczyk began at Honeywell when Metrologic, Inc., where he was the Chief Executive Officer, was acquired by Honeywell. Prior to joining Honeywell, Mr. Adamczyk held several general management assignments at Ingersoll Rand, served as a senior associate at Booz Allen Hamilton, and started his career as an electrical engineer at General Electric.